SWITZERLAND Law and Practice Contributed by: Nicolas Béguin, Joseph Merhai, Thomas Pasquier and Benjamin Vignieu, Aegis
• the number of members does not exceed 20. The use of this type of structure must be care - fully evaluated, as it is not intended to serve as a business model. 2.1.2 Common Process for Setting Up Investment Funds Generally speaking, Swiss CIS require authori - sation from FINMA (Article 13, para 1 and Arti - cle 15, para 1 CISA). Exceptions are collective investments structured as L-QIFs (which must, however, be administered by certain institutions authorised by FINMA), and investment compa - nies not subject to CISA. Entities providing management and administra - tion services to Swiss CIS also require FINMA authorisation – ie, collective investment manag - ers and fund management companies (Article 5, para 1 FinIA). Please see 2.3.4 Regulatory Approval Process regarding the length of the process. In addition to the regulator’s fees, auditors’ fees shall be taken into account as part of the CIS’ set-up expenses. Contractual Investment Funds Contractual investment funds are established by an investment fund contract involving the investors, the fund management company and the custodian bank. Both the fund manage - ment company and the custodian bank must be authorised by FINMA (Article 5, para 1 FinIA and Article 13, para 2, lit e CISA). Under the investment fund contract, the fund management company undertakes to ensure that the investors participate in the investments in proportion to their assets, and to manage
the funds’ assets in accordance with the fund contract at its own discretion and for its own account (Article 25, para 1 CISA). The invest - ment fund contract must be submitted to FINMA for approval (Article 15, para 1, lit a CISA). The FINMA fees associated with the decision on the approval of the investment fund contract are set between CHF1,000 and CHF10,000. SICAVs and SICAFs The establishment of SICAVs and SICAFs is pri - marily governed by the company law provisions outlined in the CO. However, exceptions apply to the rules on contributions in kind, acquisitions in kind and special privileges, which are specifi - cally governed by CISA (Article 37, para 1). Their establishment requires an act of incorporation in the form of a public deed (Article 629, para 1 CO). SICAVs and SICAFs must be authorised by FIN - MA as institutions (Article 13, para 2, lit b and d CISA) and submit their constituting documents (ie, articles of association and investment regula - tions) to FINMA for approval (Article 15, para 1, lit b and d CISA). In the case of a SICAV requiring authorisation as an umbrella fund consisting of multiple sub- funds, each sub-fund must be approved indi - vidually (Article 15, para 2 CISA). Advance approval from FINMA is also required for any product-related changes that involve amendments to the investment regulations (Arti - cle 16 CISA and Article 14 f CISO). The FINMA fees for obtaining authorisation as a SICAV or a SICAF range from CHF4,000 to CHF30,000. Fees for the approval of the arti -
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